GOVERNANC

E OF TATA
STEEL
PRESENTED BY:

AKANSH GARG
GULAM SERVAR
NAVEEN KUMAR
CONTENTS……………….

üIntroduction of corporate governance

üProfile of TATA steel
üCompany’s philosophy
üMembers of BOD
üRole of BOD
üRemuneration packages
üAudit committee
üShare holders committee
üTop 10 equity share holders
üMeans Of communication
üCertificate
üConclusion
ü
ü
 CORPORATE
GOVERNANCE

It means governing a company in a value

based manner.

OBJECTIVE :
Enhance of share
holders value keeping
in view the interest of
other stakeholders.

KEY CONSTITUTES : 1.Share holders

2.Board of directors
3.Management
 CORPORATE GOVERNANCE INVOLVES:


 TRANSPARENCY-Everything that happens in the company , if it

is not shy to share it publicly ,it is transparent.


 ACCOUNTABILITY- The management is accountable for its

decisions.

 EQUANIMITY- Right of all share holders are equal ,regardless of
minor or major share holders.

 It involves letting investors know how the company in which they
have invested is utilizing their money.
BENEFITS OF CORPORATE
GOVERNANCE
 Good corporate governance , companies can
reduce vulnerability to financial crisis.


studies world over have shown-

qmarkets and investors take notice of well
managed companies.
qRespond and rely on them.
qReward such companies with higher
valuation.

TATA STEEL
Tata Steel ,established in 1907, is among the top ten steel
producers in the world with an existing annual crude
steel production capacity of 30 Million Tones Per Annum
(MTPA).

 Tata Steel has a balanced global presence in over 50
developed European and fast growing Asian markets,
with manufacturing units in 26 countries.

 Through investments in Corus, Millennium Steel (renamed
Tata Steel Thailand) and NatSteel Holdings, Singapore,
Tata Steel has created a manufacturing and marketing
network in Europe, South East Asia and the pacific-rim
countries. Corus, which manufactured over 20 MTPA of
steel in 2008, has operations in the UK, the Netherlands,
Germany, France, Norway and Belgium.

 Tata Steel, through its joint venture with Tata BlueScope
Steel Limited, has also entered the steel building and
construction applications market.
 BUSINEES UNITS OF TATA
STEEL:-
 Apart from the main Steel Division, Tata Steel's
operations are grouped under the following
Strategic Business Units:-


 Bearings Division
 Ferro Alloys and Minerals Division
 Agrico Division
 Tata Growth Shop (TGS)
 Tubes Division
 Wire Division


 Tata Steel’s vision is to be the global steel

The Company’s Corporate Governance Philosophy
The Company has set itself the objective of expanding its
capacities and becoming globally competitive in its business. As a part
of its growth strategy, the Company believes in adopting the ‘best
practices’ that are followed in the area of Corporate Governance
across various geographies.

The Company emphasizes the need for full transparency and

accountability in all its transactions, in order to protect the interests of
its stakeholders. The Board considers itself as a Trustee of its
Shareholders and acknowledges its responsibilities towards them for
creation and safeguarding their wealth.
 BOARD OF DIRECTORS
NAMES CATEGORY
Mr. R.N. Tata (chairman) Not independent , Non-executive
Mr. James leng Independent , non-executive
Mr. Nusli N. Wadia -do-
Mr. S .M. Palia -do-
Mr. Suresh Krishna -do-
Mr. Ishaat Hussain Not independent , Non-executive
Dr. J.J. Irani -do-
Mr. Subodh Bhargava Independent , Non-executive
Mr. Jacobus Schravan -do-
Dr. Anthony Hayward -do-
Mr. Andrew Robb -do-
Not Independent, Non-executive
Dr. T. Mukherjee
-do-
Mr. Philippe varin
Not independent, executive
Mr. B. Muthuraman
BOARD ROLE
 Board of directors met 10 times in a year and gap between
any two meetings did not exceed 4 months.

 The Company pays sitting fees of Rs. 20,000 per meeting to
the NEDs for attending the meetings of the Board,
Executive Committee of the Board, Remuneration
Committee, Audit Committee and Committees constituted
by the Board from time to time. For other meetings, viz.
Investor Grievance Committee and Ethics Committee, the
Company pays to the NEDs sitting fees of Rs. 5,000 per
meeting.

 Full disclosure has been made regarding the remuneration
packages of all directors
 REMUNARATION PACKAGES
Name of director Commission Sitting
* fees
Mr. R.N. Tata 200.00 3.20
(chairman)
Mr. James leng 15.00 2.20
Mr. Nusli N. Wadia 34.00 2.40
Mr. S. M. Palia 61.00 4.60
Mr. Suresh krishna 10.00 1.10
Mr. Ishaat Hussain 60.00 4.90
Dr. J.J. Irani 25.00@ 3.20
Mr. Subhodh bhargava 40.00 3.40
Mr. Jacobus schraven 10.00 1.00 *--payable in 2009-10
#--includes amount of
Dr. Anthony Hayward 25.00 0.20 Rs.20,000 paid in 2009-10
Mr. Andrew Robb 10.00 2.60# @--Excluding retirement
benefits of Rs. 35.68 lakhs
Dr. t. mukherjee 10.00@@ 1.40 paid to Dr . Irani
@@-- Excluding retirement
Mr. Philippe varin - 2.40# benefits of Rs. 28.86 lakhs
paid to Dr. mukherjee
Total 500.00 32.60
 Managing director

NAME SALARY PERQUISITE COMMISIONS Stock

S @ options
Rs. Lakhs &
ALLOWANC
Rs. Lakhs
ES
Mr. B. 88.00 69.21 350.00 NIL
MUTHURAMA
N
(MANAGING
DIRECTOR)
@--Payable in 2009-10
 AUDIT COMMITTEE
 The Company had constituted an Audit Committee in the
year 1986.
 The composition of the Audit Committee and the details of
meetings attended by the Directors are given below :


Mr. Subodh Bhargava Independent, 8

(Chairman) (Non executive)

Mr.S.M. Palia ,
(Member)
Independent, 8
(Non executive)
Mr. IshaatHussain
(C.A)
Non executive, Non
Independent
9

Mr. .Andrew Robb Independent, Non-executive 6

( Member )
vAudit Committee meetings are attended by the Group Chief Financial Officer, Chief
(Corporate Audit) and Chief Financial Controller (Corporate) and Representatives of
Statutory Auditors. The Company Secretary acts as the Secretary of the Audit
Committee.

vNine Audit Committee Meetings were held during 2008-09.

The necessary quorum was present at the meetings.

ØWhistle Blower Policy……..

The Audit Committee at its meeting held on 25th October, 2005, approved framing of
a Whistle Blower Policy that provides a formal mechanism for all employees of the
Company to approach the Ethics Counselor/Chairman of the Audit Committee of the
Company and make protective disclosures about the unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct. The Whistle Blower
Policy is an extension of the Tata Code of Conduct, which requires every employee to
promptly report to the Management any actual or possible violation of the Code or an
event he becomes aware of that could affect the business or reputation of
the Company. The disclosures reported are addressed in the manner and within the
time frames prescribed in the Policy. Under the Policy, each employee of the
Company has an assured access to the Ethics Counselor/ Chairman of the Audit
Committee.
SHAREHOLDERS’ COMMITTEE
An Investors’ Grievance Committee was constituted on 23rd March, 2000 to
specifically look into the redressal of Investors’ complaints like transfer of shares, non-
receipt of balance sheet and non-receipt of declared dividend, etc. One meeting of the
Investors’ Grievance Committee was held on 31st March, 2009.
The composition of the Investors’ Grievance Committee is given below :

NAMES OF CATEGORY NO.MEETING

MEMBERS ATTENDED
DURING 2008-2009
Mr. Ishaat Hussain Not Independent , 1
Non- Excutive
Mr. Suresh Krishna, Independent,Non- 1
Member excutive
 Top ten equity share holders of
company as on 31th march ,2009
----
S.N Name of share holders No. of share % of
1 Tata Sons Limited held
213,822,295 holding
29.27
2 Life Insurance Corporation of India 85,334,595 11.68
3 Tata Motors Limited 21,440,882 2.93
4 HSBC Global Investment Funds A/c. 13,600,190 1.86
5 HDFC Standard Life Insurance Company Limited 9,806,254 1.34
6 The New India Assurance Company Limited 9,005,715 1.23
7 National Insurance Company Limited 8,600,000 1.18
8 The Oriental Insurance Company Limited 6,478,606 0.89
9 UCO Bank A/c. Birla Education Trust 5,108,208 0.70
10 Pilani Investment And Industries Corporation Limited 5,078,385 0.70
Equity shares in secondary market in the
FY 2008-09 :------

BOMBAY STOCK EXCHANGE

Month High (Rs.)Low (Rs.) Volume(no. of shares)
Apr-08 817.60 645.95 1,92,02,856
May-08 922.25 797.00 2,42,12, 679
Jun-08 868.05 711.00 2,62,51,840
Jul-08 741.20 584.30 3,83,22,828
Aug-08 691.75 571.80 3,27,40,944
Sept-08 589.20 425.60 3,86,83,765
Oct-08 438.65 168.50 5,61,32,806
Nov-08 239.85 150.80 7,23,94,978
Dec-08 228.85 148.65 8,98,14,549
Jan-09 246.75 166.35 6,76,40,787
Feb-09 199.55 160.55 5,09,38,279
Mar-09 223.50 152.10 8,53,63,195
Graphical representation of company in BSE :
 Dividend Distribution (in %)

year TATA STEEL SAIL JSW STEEL

2009 160 13 10

2008 160 18 140

2007 155 15 125

2006 130 10 80

2005 130 18 50
 Shareholder/Investor Complaints :

 Complaints pending as on 1st April, 2008 391

 During the period 1st April, 2008 to 31st March, 2009,
 complaints identified and reported under Clause 41
 of the Listing Agreements :2647


 Complaints disposed off during the year ended 31st March, 2009 :3032
 Complaints unresolved to the satisfaction
 of shareholders as on 31st March, 2009 :6
 No. of pending share transfers as on 31st March, 2009
 i)Ordinary Shares :49
 ii)Cumulative Convertible Preference Shares :14

 Means of Communication
ØHalf-yearly report –
The half-yearly results of the Company are published in the newspapers and posted on the
website of the Company.
ØResults –
The quarterly and annual results along with the Segmental Report are generally published in The
Times of India ,The Indian Express, Nav Shakti , Free Press Journal, Loksatta and also displayed
on the website of the Companywww.tatasteel.com shortly after its submission to the Stock
Exchanges.
ØPresentation to Institutional Investors or to analysts –
Official news releases and presentations made to Institutional Investors and analysts are
posted on the Company’s website.

ØManagement Discussion & Analysis Report –

The MD&A Report forms a part of the Directors’ Report. All matters pertaining to industry
structure and developments , opportunities and threats, segment/product wise
performance, outlook, risks and concerns, internal control and systems, etc. are
discussed in the said report.
 CERTIFICATE
 We have examined the compliance of conditions of
Corporate Governance by Tata Steel Limited, for the year
ended on 31st March, 2009, as stipulated in Clause 49 of
the Listing Agreement of the said Company with stock
exchanges.
 In our opinion and to the best of our information
and according to the explanations given to us and the
representations made by the Directors and the
management, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated
in Clause 49 of the above mentioned Listing Agreement.
 We further state that such compliance is neither an
assurance as to the future viability of the Company nor of
the efficiency or effectiveness with which the management
has conducted the affairs of the Company.
 ---------- Chartered Accountants

CONCLUSION
From this project we get to
learn what is basically
corporate governance and how
TATA steel maintained its
governance in company.
qSOURCE OF
DATA………………
qw w w. a u t h or st r e a m . com

qw w w. t a t a st e e l. com
q
THANK
YOU